Gibson Dunn, Cravath on Tri Pointe Deal: Business of Law

Gibson, Dunn & Crutcher LLP counseled Tri Pointe Homes Inc., a developer backed by investor Barry Sternlicht, in its deal to buy Weyerhaeuser Co.’s residential real estate unit in a transaction valued at about $2.7 billion. Cravath, Swaine & Moore LLP was counsel to Weyerhaeuser.

Gibson Dunn corporate partner Michael Flynn led the team, which included partners Scott Knutson, tax; Sean Feller, executive compensation and employee benefits; James Moloney, co-chairman of the securities regulation and corporate governance practice group; Meryl Young, co-chairwoman of the securities litigation practice group; and Robert Palmer, securities litigation.

The Cravath team included partners Richard Hall and Erik R. Tavzel, mergers and acquisitions, as well as partners James C. Vardell III on banking and Andrew J. Pitts on securities.

Allen Matkins Leck Gamble Mallory & Natsis LLP’s Keith Bishop and Drew Emmel provided company counsel for Tri Pointe. Delaware counsel for Tri Pointe was Rolin Bissell of Young Conaway Stargatt & Taylor LLP.

O’Melveny & Myers LLP represented the independent directors of Tri Pointe. The O’Melveny team was led by partners Gary Singer, Steven Tonsfeldt, and Paul Scrivano.

Sidley Austin LLP represented Starwood Capital, controlling shareholder of Tri Pointe with a team that included partners Michael Gordon and Gabriel Saltarelli.

The deal will be structured as a tax-free Reverse Morris Trust, Weyerhaeuser said in a statement. Weyerhaeuser shareholders will receive 130 million shares, or 80.5 percent of the combined company, while Irvine, California-based Tri Pointe, a residential-property developer, will get 19.5 percent. Weyerhaeuser, a Federal Way, Washington-based owner of U.S. timberlands, will also get about $700 million in cash.

Weyerhaeuser, which owns more than 6 million acres of timberland, said in June that it would explore alternatives for the unit, which is called Weyerhaeuser Real Estate Co. Weyerhaeuser agreed that month to acquire Longview Timber LLC for $2.65 billion to add woodlands in Oregon and Washington.

Tri Pointe, 38 percent owned by Sternlicht’s Starwood Capital Group LLC, in January became the first U.S. homebuilder to go public since 2004. Sternlicht will remain Tri Pointe’s chairman, according to yesterday’s statement.

The Weyerhaeuser deal will add about 27,000 lots in Texas, Arizona, California, Nevada and other states to Tri Pointe’s assets and make it one of the 10 largest homebuilders in the U.S., according to a separate statement from Tri Pointe. The transaction is expected to close by the end of June.

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U.K. Business Lawsuits Rise as Lehman Claims Deadline Looms

U.K. business lawsuits increased 23 percent in the past year as lawyers try to beat a 2014 deadline to bring claims related to the financial crisis.

Cases filed at London’s Commercial Court, where most business disputes in the British capital are heard, reached 1,393 in the year ended Sept. 30, Reynolds Porter Chamberlain LLP said in a statement.

Most legal disputes over contractual claims in the U.K. must be filed within six years of an alleged breach. RPC, based in London, said claims rose because it has been more than five years since the collapse of Lehman Brothers Holdings Inc. in September 2008 roiled financial markets worldwide.

“The financial crisis exposed businesses to huge losses on everything from complex financial transactions to the most straightforward of commercial agreements,” said Geraldine Elliott, a lawyer at RPC. “A lot of businesses are very busy looking for ways to unpick transactions that lost their business large sums of money after Lehman Brothers collapsed.”

An increase in wealthy foreigners bringing disputes to London has also contributed to the rise, the report said.

Ukrainian billionaire Victor Pinchuk filed a suit in London’s High Court in May against two other magnates from his country over shares in an iron ore company. Russian billionaires Roman Abramovich and Oleg Deripaska both defended claims brought by former business partners at the U.K. courts in 2012.

Florida’s Crist Says He Wants to Reclaim Governor’s Office

Charlie Crist, Florida’s former Republican governor who fled the party to become a Democrat, told supporters he wants to reclaim the office next year, setting up a campaign-spending spree that may eclipse the more than $100 million spent in 2010’s record-breaking race.

Crist, a lawyer at Tampa-based Morgan & Morgan, said at a rally in St. Petersburg yesterday that he wants to oust his successor, Republican Governor Rick Scott, whose approval rating in Quinnipiac University polls has been below 50 percent since he was elected in 2010. Crist, 57, said he would fight for the middle class, and described Scott as beholden to lobbyists and big businesses.

Scott, a former chief executive officer at HCA Holdings Inc., has raised more than $18.7 million for next year’s race. As he traveled to Japan on Nov. 2 for a trade mission, his re-election committee spent more than $500,000 on a two-week blitz of television ads targeting Crist.

The larger states of California, Texas and New York are more predictably Democratic or Republican. That makes Florida, the fourth-most-populous in the nation, a barometer. Donors from across the U.S. plan to pour resources into its governor’s race, to lay the groundwork for the next presidential election.

Scott listed his net worth at $218 million in 2010 and $83 million in a disclosure report this year. Crist listed his net worth at about $441,500 just before leaving office in January 2011. He entered the race Nov. 1 and has yet to file a new disclosure.

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Firm News

Ropes & Gray Global M&A Co-Leader Lidbury Relocates to Asia

James Lidbury, co-leader of Ropes & Gray LLP’s mergers and acquisitions practice, relocated to Hong Kong to enhance services to private-equity investors and corporations pursuing cross-border investments and combinations involving Asia, the firm said in a statement.

Lidbury has led Ropes & Gray’s Chicago office since it opened more than five years ago. He has experience in M&A and private equity, advising clients on mergers and leveraged buyouts.

Over the past year, he has focused particularly on advising clients on Asia deals, including representing a Blackstone-led buyer group in the $625 million going-private transaction of Nasdaq-listed, Beijing-based Pactera Technology International Ltd., the firm said.

“Global investors are dedicating more resources to investment opportunities in the Asia-Pacific Region,” Lidbury said in a statement. “We have been encouraged by clients to do the same and I hope to complement our deeply experienced and talented Asia-based team with the U.S. legal and business perspective that I can bring to the table.”

Ropes & Gray opened a Hong Kong office five years ago. The firm opened in Shanghai two years ago and also has offices in Tokyo and Seoul.

Ropes & Gray has more than 1,100 lawyers and professionals at offices in Asia, London and the U.S.


Manatt Hires Government Lawyer as President of Consulting Arm

Manatt, Phelps & Phillips LLP announced that former government lawyer Michael C. Camunez joined the firm as president of ManattJones Global Strategies LLC, its consulting unit.

He will also be a partner in the law firm’s government and regulatory policy division, working in the Washington, Mexico City and Los Angeles offices.

Camunez held federal government positions from 2009 to 2013 including, most recently, assistant secretary of commerce for market access and compliance in the International Trade Administration at the U.S. Commerce Department.

In that role, he oversaw six regional and policy deputy assistant secretaries and a staff of more than 220 international trade specialists responsible for bilateral trade and investment relations with more than 180 countries, the firm said.

He played a critical role in rebalancing U.S. economic policy toward Mexico, leading efforts to update and modernize initiatives to deepen U.S.-Mexico trade and investment, the firm said. He also worked concurrently as a commissioner on the U.S. Helsinki Commission.

Before joining the Commerce Department, Camunez was a senior member of the White House staff, where he was special counsel to the president in the Office of the White House Counsel. Before his government work, Camunez was a partner at O’Melveny & Myers LLP.

“Having someone of Michael’s caliber and unique experience in the political, legal, economic and international arenas is a major coup for Manatt,” George David Kieffer, chairman of the government and regulatory policy division, said in a statement. “His work in the Obama administration advising on international trade policy gives him insight and perspective into cross-border business that will be a tremendous asset to our clients.”

Manatt has lawyers at offices in California, New York and Washington.

Paul Hastings Lands U.K. Real Estate Partner David Ryland

Paul Hastings LLP announced that U.K. real-estate partner David Ryland joined the London office. He was previously at SJ Berwin, which officially merged with King & Wood Mallesons on Nov. 1.

Ryland specializes in commercial real estate matters with an emphasis on U.K. and European property funds, property finance, hotel transactions and development, the firm said.

“The synergies between his practice and our own give us many opportunities to add to the comprehensive service we already offer to our clients in Europe,” Philip Feder, chairman of the global real estate department at Paul Hastings, said in a statement.

Paul Hastings has lawyers at offices in Asia, Europe, and the U.S.

Former SEC Assistant Director McTiernan Joins Hogan Lovells

Hogan Lovells LLP announced that Michael McTiernan joined its corporate practice as a partner. He previously worked for the U.S. Securities and Exchange Commission in the Division of Corporate Finance, most recently as assistant director of the real estate group.

McTiernan has experience in federal securities law compliance issues for real estate investment trusts and other public companies. He will focus his practice on advising REITs and other real estate companies on securities matters, including in connection with initial public offerings, follow-on offerings, mergers and acquisitions, periodic reporting and corporate governance matters, and representing underwriters, the firm said. He also will advise public companies in other sectors on general securities law issues.

“Mike’s extensive experience and in-depth knowledge of the securities-law issues impacting the REIT industry is a terrific complement to our well-established REIT practice,” Warren Gorrell, co-chief executive officer of the firm, said in a statement.

Hogan Lovells has more than 2,500 lawyers in more than 40 offices in the U.S., Europe, Latin America, the Middle East and Asia.


Ecuador Lawsuit Backer Tells Chevron Judge He Advised Settling

A lawyer who helped fund pollution litigation in Ecuador against Chevron Corp. that resulted in a $19 billion judgment told a judge he became concerned about how the case was being handled and recommended plaintiffs settle.

Joseph Kohn of Philadelphia’s Kohn, Swift & Graf PC testified yesterday in a non-jury trial in Manhattan federal court that he left the environmental case in November 2009 after the plaintiffs refused to allow his firm to take a more active role in its management. Kohn said his firm invested more than $6 million in the lawsuit, which was filed over a polluted oil drilling site in the Ecuadorean Amazon.

Chevron alleges in its case before U.S. District Judge Lewis Kaplan that the Ecuadorean plaintiffs, led by Manhattan lawyer Stephen Donziger, engaged in a racketeering scheme against the second-largest U.S. energy firm and won the judgment through fraud and bribery. Donziger denies doing anything illegal in Ecuador and claims he was merely matching Chevron’s own tactics.

“There was a frustration on our part,” Kohn said in court yesterday under questioning by Donziger, who is representing himself alongside a team of other lawyers, in reference to discussions about financing in 2009. “Budgets were frequently not followed.”

In testimony filed with the court, Kohn said that his firm’s relationship with Donziger began to deteriorate in 2008 when the case began to take longer than expected and Chevron raised questions about possible unethical conduct. When Kohn tried to take a more active role in the case, Donziger obstructed his efforts, Kohn said in testimony filed with the court.

In November 2009, Kohn wrote to other lawyers on the Ecuadorean case recommending that they approach Chevron with a settlement. The other lawyers rejected that offer and said Donziger was handling strategy decisions, Kohn said in his written testimony.

The racketeering case is Chevron Corp. v. Donziger, 11-cv-00691, U.S. District Court, Southern District of New York (Manhattan). The appeals court case is In re Naranjo, 13-00772, U.S. Court of Appeals for the Second Circuit (Manhattan).

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